Placing
June 30 2010 - 2:00AM
UK Regulatory
TIDMCHC
RNS Number : 4545O
Charles Street Capital PLC
30 June 2010
Charles Street Capital plc ('CSC' or the 'Company')
Placing of shares with warrants attached, Appointment of Director,
Award of share options
Charles Street Capital plc, the AIM listed natural resources investment company,
has conditionally raised GBP805,488 before expenses through the placing of
805,488,000 new Ordinary Shares (the 'Placing Shares') at a price of 0.1p per
share, with certain new and existing shareholders (the 'Placing'). The Placing
includes the 285,000,000 new shares to be allotted as previously announced.
Additionally, one warrant is being issued for every two Placing Shares (the
'Warrants'), exercisable at 0.25p per share for a period of two years from the
date of admission of the Placing Shares to trading on AIM.
The funds raised will be used to pursue new investment opportunities in line
with the Company's investing policy aimed at making investments in natural
resources, minerals, metals and oil and gas companies. CSC is primarily focused
on opportunities in Africa, South America, Australasia and Central and Eastern
Europe.
CSC Chairman Nicholas Lee said, "This placing significantly improves our cash
reserves and shareholder base which is imperative as we move forward in
implementing the first stage of our new strategy, focused on acquiring projects
and interests in the natural resource sector.
"We have enlarged our management team and Board and as such I am pleased to
welcome both Damian Conboy as Business Development Manager and Greg Kuenzel as
Non-Executive Director to the team. Both have a breadth of experience in the
resource sector and I believe that we can utilise their strengths and deal
structuring abilities to maximise upon the excellent opportunities for
investment within these sectors, as we build an exciting future for the
Company."
The Placing is not a rights issue or open offer and the Placing Shares will not
be offered generally to shareholders on a pre-emptive basis. The Board
considers that it is in the best interests of the Company and shareholders as a
whole for the funds to be raised through the Placing.
The Placing Shares represent approximately 78.34% of CSC's enlarged issued share
capital. Application will be made for the admission of the Placing Shares to
trading on AIM and it is expected that dealings in the new shares will commence
at 8.00 a.m. on 5 July 2010. The Placing Shares will, when issued, rank pari
passu in all respects with the existing Ordinary Shares, including the right to
receive dividends and other distributions declared following Admission. No
application will be made for the Warrants to be admitted to trading on AIM.
Nicholas Lee (being the independent Director) considers, having consulted with
ZAI corporate finance, that the terms of the transaction are fair and reasonable
insofar as its shareholders are concerned.
Management Appointment
Mr Damian Conboy has been appointed to the position of Business Development
Manager. Damian Antony Conboy (aged 39) holds a Bachelor of Commerce from the
University of Western Australia. He began his career at Potter Warburg
stockbrokers in Perth, Western Australia. Following a move to the UK in 1999,
Mr Conboy was involved in several business ventures, finance and other business
development roles. More recently, he has held the role of the Managing Director
of Exchange Minerals Limited (of which he is also a director), a boutique
corporate finance company with offices in London, Dubai, Perth and Belgium. Mr
Conboy is a director of Strait Oil & Gas (UK) Limited, a company with oil and
gas projects in Georgia, is Managing Director of AIM listed Alecto Energy Plc, a
corporate adviser to ASX listed Greenland Minerals & Energy Limited and
corporate adviser to PLUS listed Gold Mining Company.
Appointment of Non-Executive Director
Mr Gregory Kuenzel has been appointed to the position of Non-Executive Director.
Gregory Kuenzel (aged 39) holds a Bachelor of Business Degree and is an
associate of the Institute of Chartered Accountants in England and Wales. Mr
Kuenzel has many years of experience in providing accounting and corporate
advice in a diverse range of industry sectors including mining and resource
development in the UK, USA and Australia. For the past five years he has worked
with several AIM listed companies providing corporate and financial consulting
services. Mr Kuenzel is currently Finance Director to AIM listed Atlantic Coal
Plc and a Director of PLUS listed Gold Mining Company Limited.
Mr Kuenzel's directorships in the last 5 years are as follows:
+-------------------------------+-------------------------------+
| Current Directorships | Past Directorships |
| | |
+-------------------------------+-------------------------------+
| Atlantic Coal Plc | Resource & Capital Management |
| | Limited |
+-------------------------------+-------------------------------+
| Freeside Limited | Claridge House Services |
| | Limited |
+-------------------------------+-------------------------------+
| Heytesbury Nominees Limited | MN Specialty Steels Limited |
+-------------------------------+-------------------------------+
| GMC Holdings Limited | Mikan Finance Limited |
+-------------------------------+-------------------------------+
| Alecto Holdings International | Cordillera Resources Plc |
| Limited | |
+-------------------------------+-------------------------------+
| Gold Mining Company Limited | Kameo Investments Limited |
+-------------------------------+-------------------------------+
There are no further disclosures to be made in relation to Mr Kuenzel pursuant
to Schedule Two, paragraph (g) of the AIM Rules for Companies.
Changes in directors' share interests following the Placing are as below:
+------------+-------------+-------+-------------+--------+
| Name of | Ordinary | % | Ordinary | % |
| Director | Shares | | Shares | |
| | prior to | | following | |
| | Placing | | Placing | |
+------------+-------------+-------+-------------+--------+
| Robert | - | - | 10,000,000 | 0.95% |
| Hyndes | | | | |
+------------+-------------+-------+-------------+--------+
| Nicholas | 5,600,000 | - | 5,600,000 | 0.53% |
| Lee | | | | |
+------------+-------------+-------+-------------+--------+
The total number of shares in issue and therefore the total number of voting
rights following completion of the Placing will be 1,028,170,652.
Award of Share Options
Nicholas Lee, Gregory Kuenzel and Robert Hyndes, all Directors, have been
granted options to subscribe for 15,000,000 Ordinary Shares each in the Company
at an exercise price of 0.25p per share, valid for two years from the date of
admission of the Placing Shares to trading on AIM. Damian Conboy has been
granted options to subscribe for 40,000,000 Ordinary Shares in the Company at an
exercise price of 0.25p per share, valid for two years from the date of
admission of the Placing Shares to trading on AIM.
As all the Directors are receiving options, ZAI Corporate Finance confirms that
the award of the options is fair and reasonable insofar as shareholders of the
Company are concerned.
Certain consultants to CSC have also been granted options to subscribe for a
total of 38,164,640 Ordinary Shares in the Company at an exercise price of 0.25p
per share, valid for two years from the date of admission of the Placing Shares
to trading on AIM.
Holdings in Company
As a result of the Placing, in addition to the changes to directors' interests,
there have been the following changes in the notifiable interests in the
Company:
+----------------------+------------+-------------+-------------+-------+
| | Ordinary | Placing | Ordinary | |
| | Shares | Shares | Shares | |
| | held | Acquired | held | |
| | prior to | | following | % |
| | Placing | | Placing | |
+----------------------+------------+-------------+-------------+-------+
| | | | | |
+----------------------+------------+-------------+-------------+-------+
| Gordon Sklenka | - | 150,000,000 | 150,000,000 | 14.59 |
+----------------------+------------+-------------+-------------+-------+
| Alecto Energy Plc | - | 100,000,000 | 100,000,000 | 9.73 |
+----------------------+------------+-------------+-------------+-------+
| Brewin Dolphin | 22,400,000 | 75,000,000 | 97,400,000 | 9.47 |
| Nominees Ltd | | | | |
+----------------------+------------+-------------+-------------+-------+
| Blair Sergeant | - | 60,000,000 | 60,000,000 | 5.84 |
+----------------------+------------+-------------+-------------+-------+
| SF T1PS SML CO Fund | 22,400,000 | - | 22,400,000 | nln |
+----------------------+------------+-------------+-------------+-------+
| Christopher Potts | 22,400,000 | - | 22,400,000 | nln |
+----------------------+------------+-------------+-------------+-------+
| Dru Edmonstone | 16,800,000 | - | 16,800,000 | nln |
+----------------------+------------+-------------+-------------+-------+
| Peter Webb | 16,800,000 | - | 16,800,000 | nln |
+----------------------+------------+-------------+-------------+-------+
| Henry Brooks | 11,200,000 | - | 11,200,000 | nln |
+----------------------+------------+-------------+-------------+-------+
| | | | | |
+----------------------+------------+-------------+-------------+-------+
nln: no longer notifiable as below 3%
**ENDS**
+--------------+----------------------+---------------------+
| For further information on the Company visit |
| www.charlesstreetplc.com or contact: |
+-----------------------------------------------------------+
| |
+-----------------------------------------------------------+
| Nicholas Lee | Charles Street | Tel: 0203 006 0260 |
| | Capital plc | |
+--------------+----------------------+---------------------+
| Damian | Charles Street | Tel: 0203 006 0260 |
| Conboy | Capital plc | |
+--------------+----------------------+---------------------+
| John | ZAI Corporate | Tel: 0207 060 2220 |
| Depasquale | Finance | |
+--------------+----------------------+---------------------+
| Hugo de | St Brides Media & | Tel: 020 7236 1177 |
| Salis | Finance Ltd | |
+--------------+----------------------+---------------------+
| Elisabeth | St Brides Media & | Tel: 020 7236 1177 |
| Cowell | Finance Ltd | |
+--------------+----------------------+---------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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